exhibit10-1.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT 10.1

     

    FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

     

    This
First Amendment to Employment Agreement ("Amendment" or “First Amendment”),
executed on this 21st day
of December 2009, by and between IPG Photonics Corporation, a Delaware
corporation having an office at 50 Old Webster Road, Oxford, MA 01540 (the
"Corporation"), and _________ ("Executive").  The Corporation and
Executive are referred to jointly below as the "Parties."

     

    WHEREAS, the Corporation and
Executive previously entered into an employment agreement dated May 9, 2008 (the
"Employment Agreement");

     

    WHEREAS, the Employment Period
in the Employment Agreement terminates on December 31, 2009; and

     

    WHEREAS, the Corporation and
Executive desire to extend the Employment Period.

     

    NOW, THEREFORE, in
consideration of the mutual terms and conditions set forth below, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:

     

    1.           Definitions.  Capitalized
terms in this Amendment have the meanings assigned to them in the Employment
Agreement, unless otherwise defined in this Amendment.

     

    2.           Employment
Period.  Section 2 of the Employment Agreement is amended by
deleting “December 31, 2009” and replacing it with “December 31, 2010” effective
as of the date first written in the introductory paragraph of this
Amendment.

     

    3.           Certain Obligations of the
Corporation Following Termination of the Employment Period. The following
sentence shall be inserted to follow the last sentence in the ultimate paragraph
of Section 10(ii) of the Employment Agreement: “The terms of this paragraph
shall survive the termination of this Agreement and shall apply only to the
options and other equity compensation awards granted to the Executive during the
Employment Period of this Agreement.”

     

    3.           No Changes. Except as
specifically modified in this Amendment, the Employment Agreement shall remain
in full force and effect.

     

    4.           Governing
Law.  This Amendment shall be governed by, construed and
enforced in accordance with the substantive laws of the Commonwealth of
Massachusetts, without regard to its internal conflicts of law
provisions.

     

    5.           Execution in
Counterparts.  This Amendment may be executed in one or more
counterparts, and by the different Parties in separate counterparts, each of
which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement (and all signatures need not appear on any
one counterpart), and this Amendment shall become effective when one or more
counterparts has been signed by each of the Parties hereto and delivered to each
of the other Parties hereto.

     

    6.           Capacity.  Executive
and the Corporation hereby represent and warrant to the other
that:  (i) Executive or the Corporation has full power, authority and
capacity to execute and deliver this Amendment, and to perform Executive's or
the Corporation's obligations hereunder; (ii) such execution, delivery and
performance will not (and with the giving of notice or lapse of time or both
would not) result in the breach of any agreements or other obligations to which
Executive or the Corporation is a party or Executive or the Corporation is
otherwise bound; and (iii) this Amendment is Executive's or the Corporation's
valid and binding obligation in accordance with its terms.

     

     

    IN WITNESS WHEREOF, this First
Amendment to Employment Agreement has been duly executed:

     

    

      


       

      
        	
                IPG
      PHOTONICS CORPORATION

                 

                 

              	 
      	
                EXECUTIVE

              
	
                By:
      ________________________________

              	 
      	
                ________________________________

              
	
                Its:
      Chief Executive Officer

              	 
      	
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